She's Always a Woman
by lemacd
Summary: challenge: write a back story of a secondary character; include humor. So I picked Elsa, the reason she has a harmonica, and... well, the humor is in the eye of the beholder, I think. I'm so embarrassed that I wrote this and yet I don't think it warrants more than a T rating... i'm such a big baby. Still, I can't bring myself to beg for a review. ONE SHOT


_**She can lead you to love**__**  
**__**She can take you or leave you**__**  
**__**She can ask for the truth**__**  
**__**But she'll never believe**__**  
**__**And she'll take what you give her as long as it's free**__**  
**__**Yeah, she steals like a thief**__**  
**__**But she's always a woman to me**_

"**She's Always a Woman" – Billy Joel**

**A/N: So… explanation. No, really. I want to explain this. I need to explain this. I gave charleybec a challenge and she gave me a challenge right back: write a backstory of a character that is NOT Maria or Georg, and include humor. Then this happened. The song is a bit of an inside joke with Charleybec. Nothing to do with the fact that his initials are B and J. Yeah, you'll get the humor of that joke after you read the story. **

**Maybe.**

**I apologize to my parents. And my children.**

XxXxXxXxX

"Why didn't you tell me?"

"Tell you what?"

"To bring along my harmonica." Max began to sputter at the words as Elsa suppressed a smirk.

"You don't have a harmonica," He coughed one last time to clear his throat and stared at Elsa with the most incredulous expression. "Do you?"

"Yes, I do. Is that really so hard to believe?"

"Not at all," he said with another grin. He turned back toward the performance. "And you can play it?"

"As a matter of fact, I'm rather good. I just don't often have occasion to show off," Elsa replied indignantly, tossing her glance toward a certain young governess. "Not like some people."

As they sat and listened to the soft strum of the guitar in the Captain's hands, Max began to let his mind wander. Though the current performance was heartwarming and his friend displayed more than an adequate level of talent, Max was hardly paying much attention. He was trying too hard not to laugh.

"Max," Elsa hissed under her breath. "Why are you still smiling? What is so funny?"

"Nothing, I'm just… never mind. Let's just listen to Georg." They sat in strained silence. Elsa shifted uncomfortably on the sofa, forcing herself to smile when the Captain would look at her as he sang. Her smile instantly dropped when he would shift his focus to the governess standing off to the side, but she was too annoyed with Max to let it really bother her. She hated when people laughed at her. She really hated it when she didn't understand why.

"You think I'm incapable of sentimentality, is that it?" She whispered sharply without turning her head.

"I think you're capable of a lot of things, my dear, even that," Max answered in the same low hush. "I never knew you played… the, uh, harmonica."

"That harmonica was a gift from a very special man," she whimpered.

"Yes, and if I were a betting man, I'd put my money on a certain orchestra leader named Steiner," Max said, the corners of his mouth straining to smile wider at her shock that he knew. She affirmed his guess with a carefree shrug. "And you, uh… you adored him, no?"

"I have only the fondest memories of him," Elsa stated, raising her chin wilfully, but instead of discouraging Max, it only made him let out a small sound of glee.

"Oh, my dear, you are simply too, too much."

"Will you please tell me what is so funny?"

"No."

"Then kindly stop smiling like a fool. It is so unsettling." Max chuckled under his breath and then turned back to the children. Maybe if he said he wanted Georg in the act he would approve of letting the children sing in the festival. He was good enough, that was for sure.

His mind went back to Elsa. He knew it wasn't very kind to make fun, especially since it was clear she had no idea what he was laughing about, but it wasn't often that he knew something Elsa didn't. Even more so when it was about her.

His line of work exposed Max to all kinds of musicians, those in large circles and those in not so large ones. Steiner was in the latter. He was talented but let his personal life dictate how much he devoted to his career. Toward the end of the man's life, he was more likely to be found at a party than a music hall which is exactly how Elsa met him. Max was aware that the two continued to see each other privately. The maestro was a bit of a scoundrel but generally harmless. Besides, Elsa was more than capable of handling her men. Another smile spread across his face again once he realized how it would sound if he said that out loud.

"Say the word, Georg, and you can be part of the act," Max said quickly once the music stopped. His friend's embarrassed flush turned to suspicion as he rolled his eyes.

"There is no act," he mumbled after another glance toward the governess and then to Elsa.

"I think we should really fill this house with music, Georg," Elsa swept across the room and rested her hands on his shoulders. "You must throw a party for me." The reaction was instant. The children were thrilled with the idea and sat up on their knees and begged.

"Oh, you think so?" The flush returned to his face once again.

"Please, Father!" the children cried in unison.

"Come along," the governess interrupted, making quick gestures toward the children. "Time for bed." Max watched as the commotion changed from excitement to protest as the children bid them all goodnight. Elsa smiled sweetly at the children as they filed by, but he could read the relief on her face to see them finally depart.

"You don't like children very much, do you," Max asked as he poured Elsa another drink and handed it to her.

"Children are competition for attention. And I like attention," Elsa stated without apology. "I always have." Max nodded and raised his glass. After the children left, Georg made his way toward them and refilled his drink, too.

"What were you two snickering about while I was singing," he asked with very little amusement.

"Only one of us was snickering, darling. He won't tell me why."

"Elsa was just wishing she had remembered to pack her harmonica." Georg raised his eyebrows and let out a small laugh.

"A harmonica?"

"I regret even mentioning it." Elsa tossed back her drink. If Georg starts in on me, she fumed to herself, they can just have their fun without me.

"I'm sorry, darling," Georg stepped to her side and placed his hand on her elbow, guiding her to the sofa. He sat and pulled her to sit at his side. She gave him a forgiving look as she nestled to his side. "I just didn't realize you even had a harmonica, never mind that you could play one." Max cleared his throat.

"It was a gift, Georg. From Steiner." Max said quite pointedly and Elsa could feel Georg become still at the information.

"Steiner? The Orchestra conductor? Oh, I see."

"You see what?!" Elsa answered. She became puzzled as the two men exchanged knowing glances. "What is it? You're being just as insufferable as Max."

"It's just that… well," Georg fumbled over his words. He exhaled for a long time and seemed to find the crease in his pant leg suddenly very fascinating.

"It's just _what_?!" Elsa was losing patience fast. There was clearly something the two men were not telling her and it frustrated her no end.

"Never mind," Georg dismissed the question once again.

"Are you jealous of Steiner?" Georg looked at Max quickly, shaking his head at Max who was pinching the bridge of his nose trying not to laugh.

"I… I'm not really sure how to answer that," Georg stated, and Max finally let out a laugh. He couldn't take it anymore. He had to stop this before it went too far.

"Elsa, darling… look, I knew it was Steiner that gave you the harmonica because, well, he's been known to give harmonicas to women. I'm sorry if that is unflattering to hear. I'm sure…"

"You're kidding." Elsa looked at Georg who nodded in support of what Max was saying. "Why on earth would he give harmonicas as a gift?" The men looked at each other again, less amused by the whole thing and definitely more uncomfortable. "Well? I'm waiting!" Georg cleared throat.

"You started this," he said to Max. "You explain it." His friend sighed. He took a sip of his drink, set the glass down on a table with a loud thud and took a deep breath.

"Let me ask you something. What exactly did Steiner say when he gave it to you?"

"Just that he wanted me to have a harmonica to remember him. Its gold plated, a couple rhinestones on it. I thought it was a rather odd gesture, and had I known it was his habit to give them out like door prizes…"

"And did he call it a harmonica, or did he call it a, um… something else?"

"Oh, I don't remember," Elsa said, growing more annoyed. "I remember I played a few notes and he told me how good I was." Georg winced and Max shook his head.

"Please, Elsa, you're not making this any easier to say. I ask if he called it a harmonica or a… or a…"

"A mouth organ, Elsa. Max wants to know if Steiner called it a mouth organ. Good grief, man, how old are you anyway? He gave harmonicas to women friends who… played the damn 'mouth organ' well. And yes, it was symbolic of something crude and uncouth and I'm truly sorry that I laughed. Please forgive me, Elsa."

Elsa sat in stunned silence at Georg's outburst. As the words settled into her brain, though, her face began to redden. She moved out of Georg's arms and sat up, her back straight as a pin. She brought her hand to her mouth and closed her eyes. Steiner did call it a mouth organ. She could remember it now. She realized everything he said about it had a double meaning. She stood up and moved to the bar to refill her drink. She drank it fast and filled it again.

"He, uh, he did call it… that. I feel like such a fool."

"My dear, I'm the fool," Max said apologetically. "I shouldn't have made fun of you."

"No, I can see how you would find it funny," Elsa scoffed. She turned to Georg, her face downcast and nervous. "Georg, how you must think of me. I can't very well deny the nature of my relationship with Steiner now, can I? It was before we started seeing each other."

"It changes nothing, darling," Georg assured her, motioning for her to come back into his embrace. She gave a weak smile as she complied, though there was something defeated in the way she slumped against him. "Let's forget we even talked about it. Steiner was a two bit musician, a drunk and a cad when it came to women. I'm just sorry I didn't know you then, my dear. I could have spared you the humiliation."

"I usually consider myself a better judge of people, especially men," Elsa said, sounding more and more disappointed in herself. "He _was_ a drunk. And a has-been. And a thoroughly selfish lover, come to think of it. Oh, if he weren't already dead I'd kill him." Max chuckled and reached for his glass once again.

"Perhaps another harmonica recipient had that same idea right before he died." Elsa gave a wry laugh and then buried her face in her hand.

"Oh, I still can't believe I was so stupid…"

The threesome sat in silence for quite a while before Elsa looked up again and laughed. Soon Max and Georg joined her, neither sure exactly what if they were laughing with her or in relief that she was no longer angry.

"Do you want to hear the funniest part?" She asked, jumping up and turning to face both of them, her eyes dark once again with renewed outrage. She didn't wait for either of them to answer. "I never did think I could play that damn harmonica, but I sure as hell know how to play a mouth organ!"

"Really, Baroness? You play the mouth organ?" All three stopped short and turned to the voice from the door. Fraulein Maria had returned from putting children to bed. "I'm sorry, I didn't mean to barge in on your conversation but I came down to say goodnight."

"Good night, Fraulein," Georg said as both men stood up in her sudden presence. "Thank you, again, for such an amazing performance. The puppets, the yodeling, the part where you got my children to work together without killing one another… amazing."

"Yes," Elsa added, her tone dripping with more than a little scorn. "My dear, is there anything you can't do?"

"I'm not sure I'd be very good at playing the mouth organ."

"Well, if I can be of any help," Elsa replied, shooting a coy look over at Georg and Max. Georg blanched and immediately fell back onto he sofa while Max spit out the mouthful of scotch he had just put in his mouth. Maria looked on in total confusion.

"Thank you, Baroness. That is a very kind offer. Captain, are you alright?"

"Fine, just fine. Good night, Fraulein."

"Oh, good night then," she offered before turning around and leaving. The men turned to see Elsa watching the governess retreat with quite a pleased look on her face. She met their faces with a smile.


End file.
